To,
The Members,
Suumaya Corporation Limited
Your directors presents the Fifteenth (15th) Annual Report of your Company since its incorporation and Fourth year of listing of shares of the Company on SME Platform of BSE Limited, on the business and operations of the Company along with the Audited Financial Statements for the year ended March 31, 2024.
FINANCIAL SUMMARY:
Company's financial result for the year ended March 31, 2024, is summarized below:
(Rs. in Crores)
REVIEW OF BUSINESS OPERATIONS AND ITS PERFORMANCE
The Company is engaged in the business of supply chain of Polymers, Textile products, Nonferrous Metals and Chemical Additives, whereby Polymer includes commodity polymers and Textiles includes yarns, threads and fabrics, there is no change in the business.
Your Company functions on two business models for supplying products:
1) Business 2 Business model (B2B) and
2) Business to Customer model (B2C).
The company was able to achieve a turnover of Rs. 2.75 Crore in the current year making a steep decrease of 93.25% in turnover as compared to the previous financial year. Correspondingly the company has incurred loss of Rs. (485.351) crore in the current year.
State of Affairs of Company's Business
The Company executes supply chain by providing raw materials mainly to the SME and MSME sector thus bridging the gap for these players in a cost efficient manner. The core product for which your Company facilitates supply chain are textile products which includes yarn, threads and fabrics. Polymers which includes commodity polymers like PVC, HDPE, LDPE, LLDPE PP etc. It also started trading of agro products like wheat, rice and dal.
TRANSFER TO RESERVES:
In view of the losses, your Directors do not propose to transfer any amount to the General Reserve.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosures Requirements) Regulation 2015, the Management Discussion and Analysis forms part of this Annual Report.
CORPORATE GOVERNANCE REPORT
Since the Company is listed on SME Platform of BSE Limited during the year under review, the provisions of Corporate Governance as specified in regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (LODR) Regulation, 2015 are not applicable to your Company.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
Your Company has adequate financial control procedure commensurate with its size and nature of business. These controls include well defined policies, guidelines, standard operating procedure, authorization and approval procedures. The internal financial controls of your company are adequate to ensure the accuracy and completeness of the accounting records, timely preparation of reliable financial information, prevention and detection of frauds and errors, safeguarding of the assets, and that the business is conducted in an orderly and efficient manner.
DIVIDEND:
Considering the financial results of the Company for 2023-24 and the unsettled business environment, the Company is unable to declare a dividend for the current year.
DEPOSITS:
In terms of the provision of Sections 73 and 74 of the Companies Act, 2013 ("the Act", "the said Act") read with the relevant rules, your Company has not accepted any fixed deposits during the year under review.
STOCK EXCHANGE
The Company's shares are listed on the SME Platform of BSE Limited (BSE) situated at Phiroze Jeejobhoy Towers, Dalal Street, Mumbai-400001 with the symbol SUUMAYA.
LISTING FEES
Your Company has paid requisite annual listing fees to BSE Limited (BSE) where its securities are listed.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013:
All contracts/arrangements/transactions entered by your Company during the financial year with related party were on arm's length basis and in the ordinary course of the business and were in compliance with the applicable provisions of the Act. There were no material significant related party transactions made by the Company with Directors or other designated persons which may have potential conflict with interest of the Company at large.
All related party transactions were placed before the Audit Committee for its approval and review on quarterly basis. Prior omnibus approval of the Audit Committee is obtained for the transactions which are foreseen and of a repetitive nature.
In view of aforesaid, details required to be provided in the prescribed Form AOC - 2 is not applicable to the Company. The Policy on Related Party Transactions as approved by the Board can be accessed on the Company's website at www.suumayacorporation.com.
The details of related party transactions that were entered during Financial Year 2023-24 are given in the notes to the Financial Statements as per AS 24, which forms part of the Annual Report.
PARTICULARS OF LOAN(S), GUARANTEE(S) OR INVESTMENT(S) MADE UNDER SECTION 186 OF THE ACT:
The details of Loans, Guarantees or Investments covered under the provisions of Section 186 of the Companies Act, 2013 forms part of notes to the Financial Statements.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Company consciously makes all efforts to conserve energy across all its operations. Further the Company works on continuous technological absorption enhancement and time to time adoption and implementation of the same. A detailed report on energy conservation and technology absorption in accordance with the provisions of Section134(3)(m) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is annexed and marked as "Annexure - B" to this Report and the details of foreign earnings and outgo are as follows:
Foreign Exchange Earnings and Outgo: (if any)
MATERIAL CHANGES AND COMMITMENTS
a.) Alteration in the Object Clause of the Memorandum of Association of the Company:
The Company obtained approval of the shareholders by way of special resolution through postal ballot
on December 23, 2023, for replacing the clause 2 in the main objects of the Memorandum of Association in order to broaden the area of commercial operations in the agricultural field. The approval of the Registrar of Companies, Mumbai for the alteration in terms of Section 13 (1) was received by the company on February 29, 2024.
CHANGES IN SHARE CAPITAL
There has been no change in the Share Capital of the Company in financial year 2023-2024
CHANGE IN NATURE OF BUSINESS
There was no change in the nature of business during the year under review.
HOLDING AND SUBSIDIARY COMPANY
Your Company has no holding or subsidiary company as on the date of the report.
ASSOCIATE COMPANY & JOINT VENTURE:
The Company does not have any 'Associate Company' or Joint Venture within the meaning of Section 2(6) of the Act during the period under review.
DIRECTORS & KEY MANAGERIAL PERSONNEL:
Changes in Directors & Key Managerial Personnel
During the year, the following changes took place in the Composition of Directors and Key Managerial Personnel:
Changes in Directors and KMP during the current financial year 2024- 2025:
Retirement by Rotation
In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association, Mr. Ushik Gala (DIN: 06995765) retires by rotation at the forthcoming Annual General Meeting and, being eligible offers himself for re-appointment.
The Board recommends his re-appointment for the consideration to the Members for their approval at the ensuing Annual General Meeting on the terms and conditions mentioned in the Notice convening the AGM. A brief profile of Mr. Ushik Gala (DIN: 06995765) has also been provided therein.
Declaration of Independence by Independent Directors
The Company has received all the necessary declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence laid down in Section 149(6) of the Companies Act. There has been no change in the circumstances which may affect their status as independent director during the year.
The Ministry of Corporate Affairs ('MCA') vide Notification No. G.S.R. 804(E) dated October 22, 2019 and effective from December 01, 2019 has introduced the provision relating to inclusion of names of Independent Directors in the Data Bank maintained by Indian Institute of Corporate Affairs ('IICA'). The Company has received confirmation from the Independent Directors regarding their registration in the Independent Directors databank maintained by the Indian Institute of Corporate Affairs.
In the opinion of the Board, the independent directors possess the requisite integrity, experience, expertise, proficiency and qualifications.
Company's Policy on Directors' Appointment, Remuneration etc.:
The Nomination and Remuneration Committee of the Company is in place and is available on the Company's website i.e., www.suumayacorporation.com.
Board Evaluation:
The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.
The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. In a separate meeting of independent directors, performance of non-independent directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.
The Board and the Nomination and Remuneration Committee reviewed performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.
At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its Committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.
Your Company has formulated a formal policy on Board Evaluation and the same has been placed on the website of the Company- www.suumayacorporation.com
Number of Board Meetings:
As required by clause (b) of sub-section (3) of Section 134 of the Companies Act, 2013, your directors report that during the Financial Year 2023-24, the Board meets at regular intervals to discuss and review the business operations. The intervening gap between two board meetings was within the period prescribed under the Companies Act, 2013, SEBI (LODR) Regulations, 2015 and as per Secretarial Standard-1.
The notice of Board meeting including detailed agenda is given well in advance to all the Directors prescribed under the Companies Act, 2013.
During the year under review, 6 (Six) meetings of the Board of Directors were convened and held on the following dates April 19, 2023, May 27, 2023, August 28, 2023, October 14, 2023, November 08, 2023, March 06, 2024.
*Leave of Absence was granted.
DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS
The Company has constituted various committees in accordance with the provisions of the Companies Act, 2013 the details of which are given as under:
A. Audit Committee;
B. Nomination and Remuneration Committee;
C. Stakeholders Relationship Committee;
D. Corporate Social Responsibility Committee.
A. Audit Committee:
Your Company has duly constituted an Audit Committee, as per the provisions of Section 177 of the Companies Act, 2013, vide resolution passed in the meeting of the Board of Directors held on January 27, 2021.
Composition of Audit Committee
^Appointed as Chairman of the committee w.e.f. 18 November 2023 ** Ceased to be the Chairman of the committee w.e.f. 18 November 2023 # Ceased to be a member w.e.f. 18 November 2023 ## Ceased to be a member w.e.f. 18 November 2023 *Appointed as member w.e.f. 18 November 2023
During the year under review, 5 (Five) meeting of the Audit Committee were convened and held on the following dates 27 May 2023, 29 August 2023, 14 October 2023, 08 November 2023 and 06 March 2024 as per the applicable provisions of the Companies Act, 2013.
During the year under review, there were no instances when the recommendations of the Audit Committee were not accepted by the Board.
Audit Committee Meetings held in FY 2023-2024 (Attended-Yes/ No)
B. Nomination and Remuneration Committee
Your Company has constituted a Nomination and Remuneration Committee which ensures effective compliances as mentioned in section 178 of the Companies Act 2013, vide resolution passed at meeting of the Board of Directors held on January 27, 2021.
Composition of Nomination and Remuneration Committee (NRC):
* Ceased to be members w.e.f. 18 November 2023
The Nomination & Remuneration Policy and Code of conduct and appointment of Independent Directors is available on the website of your Company www.suumayacorporation.com .
During the year under review, 3 (Three) meetings of the Nomination and Remuneration Committee were convened and held on the following dates 29 August 2023, 14 October 2024 and 05 March 2024 as per the applicable provisions of the Companies Act, 2013.
Date of NRC Committee Meetings held in FY 2023-24(Attended-Yes/ No
C. Stakeholders Relationship Committee
Your Company has constituted a Stakeholder's Relationship Committee to redress the complaints of the members as per the provisions of Section 178(5) of the Companies Act, 2013 vide resolution passed at the meeting of the Board of Directors held on January 27, 2021.
Composition of Stakeholder's Relationship Committee:
* Ceased to be member w.e.f. 18 November 2023 ** Ceased to be member w.e.f. 10 June 2024
During the year under review, 1 (One) meeting of the Stakeholder's Relationship Committee were convened and held on dates March 05, 2024 as per the applicable provisions of the Companies Act, 2013.
Date of SRC Committee Meetings held in FY 2023-24 (Attended- Yes/ No)
D. Corporate Social Responsibility Committee
Your Company has constituted Corporate Social Responsibility activities per the provisions of Section 135 of the Companies Act, 2013 vide resolution passed at the meeting of the Board of Directors held on May 31, 2021.
Composition of Corporate Social Responsibility Committee:
During the year under review, 1 (One) meeting of the Corporate Social Responsibility Committee were convened and held on 28 August 2023 as per the applicable provisions of the Companies Act, 2013.
Date of CSR Committee Meetings held in FY 2023-24 (Attended-Yes/ No)
AUDITORS:
Statutory Auditor:
M/s. Aniket Kulkarni & Associates , Chartered Accountant, Mumbai (Firm Registration No. 130521W) was appointed as the Statutory Auditor for a period of five years to hold office from the conclusion of 13th Annual General Meeting held on September 28, 2022 until the conclusion of Annual General Meeting to be held for the year ended March 31, 2027 for a period of Five years.
However, during the year under review M/S Aniket Kulkarni and Associates, (FRN:130521W),which was a sole proprietorship firm was converted into to partnership firm M/S Aniket Kulkarni and Associates Chartered Accountants (FRN:130521W) and the letter to the effect was received by the Company on 05th March, 2024. Accordingly the Audit Committee and Board of Directors of the company, in their meeting held on 06th March, 2024 took note of the same and recommended for noting and approval of the shareholders of the company which was approved by the shareholders of the company passing an ordinary resolution through postal ballot for the Change in the constitution of Statutory Auditor Firm due to conversion into partnership firm on the same terms and conditions including remuneration for the remaining tenure for which M/S Aniket Kulkarni and Associates, (FRN:130521W), was appointed by the Shareholders of the Company.
Auditor's Report:
There are no qualifications, reservations or adverse remarks in the Statutory Auditor's Report given by M/s Aniket Kulkarni & Associates, Chartered Accountant for the F.Y.2023-24. The Statutory Auditor's Report is enclosed with the financial statement in the Annual Report.
However, there have been a few comments under the emphasis of matter during the preview year, and the management ensures that those occurrences will not recur in the future.
Cost Audit
The provisions of section 148 of the Act read with rule 3 of the Companies (Cost Records and Audit) Rules, 2014 do not apply to the Company.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Rinkesh Gala & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report is annexed herewith as "Annexure- C."
There are no qualifications, reservations or adverse remarks or disclaimers in the said Report. Reporting of frauds by Auditors:
During the year under review, the Statutory and Secretarial Auditors of your Company has not reported any frauds to the Board of Directors under Section 143(12) of the Act, including rules made thereunder.
VIGIL MECHANISM:
Your Company has adopted a Whistle Blower Policy as part of Vigil Mechanism to provide appropriate avenues to the Directors employees and third parties to bring to the attention of the management any issue which is perceived to be in violation of or in conflict with the Code of Conduct of the Company. Employees are encouraged to voice their concerns by way of whistle blowing and all the employees have been given access to the Ombudsman (Chairperson of Audit Committee). No personnel have been denied access to the Audit Committee pertaining to the Whistle Blower Policy.
No complaint of this nature has been received by Audit Committee during the year under review. The Whistle Blower Policy is available on the website of the Company
www.suumayacorporation.com.
STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:
Your Company recognizes that risk is an integral part of any business and the Board of Directors is committed to managing the risks in a proactive and efficient manner.
The Board of Directors and the management team having regard to your Company's nature and scale of business; periodically assesses risks in the internal and external environment that might affect the Company's existence. The relevant methodology being effectively developed and implemented; the Company has opted to have any formal Risk Management Policy in pursuance of provisions of section 134(n) of the Act which is available on the website of your Company www.suumayacorporation.com.
ANNUAL RETURN
In accordance with the Companies Act, 2013, the Annual Return of the Company as on March 31, 2024 will be made available on the Company's website and can be accessed at www.suumayacorporation.com after the ensuing Annual General Meeting of the Company.
SECRETARIAL STANDARDS:
The Company is following all mandatory applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The company does not fall under the criteria as specified under the provisions of section 135 of the companies Act 2013 for the FY 2023-24.
The policy on CSR is available on the Company's website at www.suumayacorporation.com
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
During the year under review there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).
DISCLOSURE UNDER SECTION 54(1)(D) OF THE COMPANIES ACT, 2013:
The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
DISCLOSURE UNDER SECTION 62(1)(B) OF THE COMPANIES ACT, 2013:
The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:
During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.
SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORY ETC.:
During the year, there was no significant / material order passed by any regulator, court or tribunal on your Company impacting the going concern status and Company's operations in future.
PROCEEDINGS UNDER INSOLVENCY & BANKRUPTCY CODE, 2016.
There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.
DETAILS OF DIFFERENCE BETWEEN THE VALUATION AT THE TIME OF AVAILING LOAN FROM THE BANKS AND FINANCIAL INSTITUTIONS AND DIFFERENCE BETWEEN THE VALUATION AMOUNT ON ONE TIME SETTLEMENT:
During the year under review, there were no instances of onetime settlement with any Bank or Financial Institution.
DIRECTORS' RESPONSIBILITY STATEMENTS
In accordance with the provisions of section 134(3)(c) and 134(5) of the Act; your Directors submit the following responsibility statements:
(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;
(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) the Directors have prepared the annual accounts on a going concern basis;
(e) the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
PARTICULARS OF EMPLOYEES
In accordance with the requirements of Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended regarding employees is given in "Annexure- D" and forms an integral part of this Report.
ENVIRONMENT AND SAFETY
The environmental cleanliness and safety are a key focus area. The Company aims to grow its business while minimizing the adverse impact of expansion on the environment. The Company continually works with its vendors and suppliers to reduce the environmental impacts of sourcing. Further in alignment with Company's safety standards and training provided employees adhere to required norms and comply with relevant statutory provisions. The Company provides a safe and healthy workplace with an aim to achieve zero injuries to all its employees and all stakeholders associated with the Company's operations.
The Company has formulated health and safety protocols for all its employees including front end retail employees. Standard operating procedures at the Company's office warehouses and store premises include regular thermal scanning compulsory wearing of masks maintaining social distancing norms regular washing of hands with soap sanitization of premises and other safety procedures as prescribed by the appropriate authorities from time to time.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
Pursuant to the requirement of the Sexual Harassment of Women at Workplace (Prevention Prohibition & Redressal) Act 2013 and Rules made there under the Company has an Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of women employees at workplace. To build awareness in this area the Company has been conducting induction/refresher programs through external consultants and its in-house training team in the organization on a continuous basis.
There is no case filed, during the financial year under the said Act hence the company has no details to offer.
ANNEXURES FORMING PART OF THIS REPORT
The Annexures referred to in this Report and other information which are required to be disclosed are annexed herewith and form part of this Report:
ACKNOWLEDGEMENT AND APPRECIATION:
The Board of Directors would like to officially express its sincere gratitude for all of the Company's workers' dedicated work. Their dedication, support, cooperation, and solidarity allowed us to grow steadily. Additionally, the Board of Directors would like to sincerely thank the banks, government agencies, stock exchanges, financial institutions, customers, vendors, and members for their assistance and cooperation. The members and investors are much appreciated by your directors for their unwavering trust and confidence in the company.